Totaligent (TGNT) submits late-filing notice as audit continues

Rhea-AI Filing Summary

Totaligent, Inc. submitted a Form 12b-25 notifying the SEC of a late annual report for the period ended December 31, 2025, stating the company is still completing the audit process. The notice is signed by Edward C. DeFeudis on March 31, 2026.

Key Figures

Commission File Number: 000-55122 Period Ended: December 31, 2025 Notice Signed: March 31, 2026 +1 more

4 metrics

Commission File Number 000-55122 Form 12b-25 cover line

Period Ended December 31, 2025 Subject annual report period

Notice Signed March 31, 2026 Signature date by CEO Edward C. DeFeudis

Contact Telephone (561) 360-3565 Registrant contact for the notification

Key Terms

Form 12b-25, Rule 12b-25, Form 10-K

3 terms

Form 12b-25 regulatory

"submitted a <b>Form 12b-25</b> notifying the SEC of a late annual report"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Rule 12b-25 regulatory

"seeks relief pursuant to Rule 12b-25(b)"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K financial

"If the notification relates to a portion of the filing checked above: Form 10-K"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 12b-25

Commission File Number 000-55122

NOTIFICATION OF LATE FILING

(Check One):

☒     Form 10-K       ☐     Form 11-K       ☐     Form 20-F       ☐     Form 10-Q       ☐     Form N-SAR

For Period Ended: December 31, 2025               

☐     Transition Report on Form 10-K	☐     Transition Report on Form 10-Q
☐     Transition Report on Form 20-F	☐     Transition Report on Form N-SAR
☐     Transition Report on Form 11-K

For the Transition Period Ended: ___________

Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

Part I-Registrant Information

Full Name of Registrant	Totaligent, Inc.
Former Name if Applicable	Alltemp, Inc.
Address of principal executive office	3651 FAU Boulevard, Suite 400
City, State and Zip Code	Boca Raton, FL 33431

Part II-Rules 12b-25 (b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	a.	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	b.	The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
☐	c.	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

Part III-Narrative

State below in reasonable detail the reasons why the form 10-K, 11-K, 20-F, 10-Q or N-SAR, or the transition report or portion thereof could not be filed within the prescribed time period. (Attach extra sheets of needed.)

The Company is still working on completing the audit process.

Part IV-Other Information

1. Name and telephone number of person to contact in regard to this notification

Edward C. DeFeudis		(561)		360-3565
(Name)		(Area Code)		(Telephone No.)

2. Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☒ Yes     ☐ No

3. Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes     ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

Totaligent, Inc.

(Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 31, 2026	By	/s/ Edward C. DeFeudis
		Edward C. DeFeudis, Chief Executive Officer

3

FAQ

Why did Totaligent (TGNT) file a Form 12b-25?

Because the company is completing its audit process and cannot timely file. The notice states the annual report for the period ended December 31, 2025 is delayed while the audit is finished; the form requests relief under Rule 12b-25.

What date was the late-filing notice for TGNT signed?

The notice was signed on March 31, 2026. Chief Executive Officer Edward C. DeFeudis signed the Form 12b-25 submitting the notification to the SEC on that date.

Will Totaligent file the delayed 10-K within the Rule 12b-25 cure period?

The form indicates the company seeks relief under Rule 12b-25. The notice references the Rule’s cure periods for annual reports but does not state a specific target filing date in the excerpt.

Who can investors contact about the late filing for TGNT?

Contact is Edward C. DeFeudis at (561) 360-3565. The Form 12b-25 lists Mr. DeFeudis as the company contact for questions regarding this notification.

Does the filing disclose material changes to results of operations?

The notice indicates the company answered 'No' to anticipated significant changes. The form asks whether significant changes will be reflected and the provided excerpt shows the question but does not attach quantitative estimates.